Offer Memorandum
This Offer expires at 18:00 hours, Amsterdam time (12:00 hours (noon), New York time), on 31 August 2012, unless extended OFFER MEMORANDUM Dated 21 June 2012 RECOMMENDED CASH OFFER BY UPS BIDCO B.V. FOR (I) ALL THE ISSUED AND OUTSTANDING ORDINARY SHARES AND (II) ALL ISSUED AND OUTSTANDING AMERICAN DEPOSITARY SHARES, EACH REPRESENTING ONE ORDINARY SHARE, OF TNT EXPRESS N.V. This Offer expires at 18:00 hours, Amsterdam time (12:00 hours (noon), New York time), on 31 August 2012, unless extended OFFER MEMORANDUM Dated 21 June 2012 RECOMMENDED CASH OFFER BY UPS BIDCO B.V. FOR (I) ALL THE ISSUED AND OUTSTANDING ORDINARY SHARES AND (II) ALL ISSUED AND OUTSTANDING AMERICAN DEPOSITARY SHARES, EACH REPRESENTING ONE ORDINARY SHARE, OF TNT EXPRESS N.V. This offer memorandum (the Offer Memorandum) contains the details of the recommended public offer by UPS BidCo B.V. (the Offeror), an indirectly wholly-owned subsidiary of United Parcel Service, Inc. (UPS), to all holders of issued and outstanding ordinary shares with a nominal value of EUR 0.08 each (the Ordinary Shares) and all American depositary shares representing Ordinary Shares (each, an ADS), each ADS representing one Ordinary Share (Ordinary Shares and ADSs are referred to herein as the Shares and each a Share, the holders of such Shares the Shareholders), in the share capital of TNT Express N.V. (TNT Express) to purchase for cash their Shares on the terms and subject to the conditions and restrictions set forth in this Offer Memorandum (the Offer). As at the date of this Offer Memorandum, 543,272,474 Ordinary Shares are issued by TNT Express and subject to the Offer, approximately 2.7 million of which are held in the form of ADSs representing approximately 0.5% of the issued and outstanding Ordinary Shares.
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